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525 B Street, Suite 2200
San Diego, California 92101
Direct Phone: 619.515.3221
Direct Fax: 619.744.5459
john.cleary@procopio.com
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Senior Counsel

John P. Cleary

Senior Counsel

Admissions
California
John Cleary specializes in corporate and securities law, with an emphasis in representing start-up and emerging growth companies obtaining financing for their businesses through seed capital, venture capital, PIPE financings and public offerings. Mr. Cleary also regularly assists clients in the acquisition and sale of businesses, advising both privately held and publicly traded companies in transactions involving the sale of assets, sale of stock, mergers, joint ventures, licensing, strategic alliances and other business combinations. His practice includes general corporate transactions and counseling, and he acts as outside general counsel for numerous local companies.

Mr. Cleary also routinely advises registered investment advisers, securities broker-dealers, private equity funds and individual stockbrokers in all areas of their business, from formation and registration to FINRA, SEC, 1940 Act and state law compliance.

Prior to joining Procopio, Mr. Cleary served as senior in-house counsel for a publicly traded financial services company, where he led the company's mergers and acquisitions team, managed active litigation and was responsible for the company's commercial contracts. Mr. Cleary began his career in the San Diego office of DLA Piper where he practiced corporate and securities law.

Mr. Cleary has extensive experience with public and private securities offerings, mergers and acquisitions and general corporate transactions, ranging in value from less than a million dollars to hundreds of millions of dollars.

Representative securities offerings:
  • Represented of NASDAQ-listed software company in its $10 million PIPE offering.
  • Represented OTC Bulletin Board company in its PIPE offering of convertible debentures.
  • Represented chain of retail boutiques in its syndicated private placement of Series A Preferred Stock.
  • Represented commercial airline in its $32 million private placement of Common Stock.
  • Represented consumer software company in its Series D Preferred Stock offering.
  • Represented SaaS-model software company in its seed financing and Series A Preferred Stock offering.
  • Represented Internet social networking company in its Series B Preferred Stock offering.
  • Represented manufacturer of luxury consumer products in its $10 million convertible debt offering.
Representative merger, acquisition and joint venture transactions:
  • Represented supplier of security equipment for the oil and gas industry in its sale of assets to an overseas purchaser in the same space.
  • Represented holder of numerous patents in the formation of a Houston, Texas-based joint venture for the purpose of commercializing the patents.
  • Represented developer of dental surgery products in its $165 million sale of assets to a private equity firm.
  • Represented technology company in its $7.5 million merger with a publicly-traded company in the same space.
  • Represented developer of call center technologies in its merger with a publicly-traded company.
Representative investment advisor, broker-dealer and stockbroker matters:
  • Represented residential real estate fund in its formation, capital raising and 1940 Act compliance matters.
  • Represented medical device private equity fund in its formation, capital raising, broker-dealer formation and 1940 Act compliance matters.
  • Represented numerous stockbrokers in “break away” matters.
  • Represented numerous stockbrokers and investment advisors in negotiation of independent contractor relationships with firms.
  • Represented both issuers and investment banks in the negotiation of exclusive and non-exclusive selling agreements.
Mr. Cleary received his B.A. in English Literature, magna cum laude, from the University of Kansas in 1991 and his J.D. from the University of Missouri in 1994.

Mr. Cleary currently serves on the Board of Directors of the McAlister Institute and is a member of the Southern California Compliance Group, which focuses on compliance issues for securities broker-dealers and 1940 Act Investment Advisors.